All Mixed Election Shares and No Election Shares will be converted into the right to receive a unit comprised of the Per Share Mixed Stock Consideration and the Per Share Mixed Cash Consideration, on a per-share basis.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Share Consideration has the meaning given to it in Section 2.2;
Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Equity Consideration has the meaning set forth in Section 2.3(b)(ii).
Cash Consideration has the meaning set forth in Section 2.2.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Unit Consideration has the meaning set forth in Section 2.2(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Option Consideration has the meaning set forth in Section 3.3(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Base Merger Consideration has the meaning set forth in Section 3.1(a).